Helping an Old Friend
by TheKingofAnimeandManga
Summary: Maka and Soul spends some time alone in the woods when an old pal of Maka's visits. Kinkiness ensues!


**THIS IS MY FIRST SOUL EATER STORY. TOLD FROM SOUL'S POV! CHARACTERS ARE OOC!**

About five years ago a good friend of my wife's passed away. Maka had always been close with the woman, and the woman's husband and children as well. This past June the youngest of this woman's children graduated from high school and was bound for college in the Fall leaving Carl, the widower, alone in the house.

Maka and I were planning to be at our cabin in the Northwoods of Minnesota in August so she thought it might be a nice idea to invite Carl to join us for a few days. I agreed that it would be a nice gesture, so Maka gave him a call to make the invitation. Carl agreed to meet us at our cabin in late August. And personally it was nice to get out of Vegas sometimes. The heat and gambling is enough to make anyone mad!

We always enjoy being at the lake, but our favorite time there is late August. The trees were still beautiful, the bugs have all mostly backed off and the weather is still warm. And a call from my lovely 13 year old son Devin, buzzing from my Samsung 7. I answered. "Hey, Devin."

"Dad, why can't I come with you and Mom again? But stuck here with Grandpa Spirit is so boring. All he does is bring home women and drinks till he's unconscious!" he whined.

"Look, sport. Me and mom just want some alone time this weekend. When we get back, we'll all take a family trip to the amusment park before school starts, all right?" I told him.

"Dad, I'm thirteen! I don't wan't to go the damn amusement park anymore." he said. I knew he didn't just said a bad word to me. I know he's growing up but I'm still his father.

"Young man, watch it." I said.

"Sorry but what I mean is, can I go somewhere fun like LA? They're having Game Expo! That's the biggest gaming con in the country!" he said. You know that me and Maka try to be the best parents we can be to our son but we have to set boundaries.

"I don't think so Devin." I told him.

"Come on, papa! I have like the best grades in my class and I in the debate and Chinese culture clubs! Plus I'm already one of the best meisters at the DWMA!" he begged. I hates when he does that cause it makes me even weaker.

"Hmmm, look buddy I'm sorry but-" Maka grabbed the phone.

"Baby, don't listen to your father. You work hard in school and so you do deserve a vacation. Tell you what. If you put up with your grandfather, we'll all go to LA for a whole weekend! Just you, me, and dad. Okay, sweetie?" she asked him.

"Okay mom," he said over the phone. Sometimes I feel like my wife and son are against me.

"I know grandpa is a bit insane but in his own weird way, he loves you, me, and even your father. I had to learn in the hard way so I hope you'll understand why he acts the way he does." she told him.

"All right mom. I'll stay. I love you." he said.

"Love you too" she said. She handed the phone back to me.

"I guess there isn't anything left for me to say. So bye. Love ya, bud." I said.

"Love you too, dad." he said. He hung up the phone.

"So are you serious?" I asked Maka.

"Of course, Soul. Our baby boy deserves only the best! He works hard in school and he's going to be a great Meister like his mother!" She said. If there was one thing I really loved it's my wife's smile. I can tell that having an old friend was really going to keep her smiling this weekend. Speaking of which,

Carl arrived at out cabin the temperature and it was a seasonably warm 80 degrees. Maka showed Carl his room, he unpacked his things, and then we had some lunch.

Like myself, Carl loves to fish, so we decided to go fishing that afternoon. Maka said that was fine with her because she planned to go on a 10-mile run, followed by her Pilate's and yoga. Maka's work out regimen, which she does at least four days a week, keeps her feeling great, and looking even better.

Maka is 38 years old, but could easily pass for 22. She is 5 foot 8 inches tall, weighs 145, has round, all-natural 37CC breasts, which even at her age stand out firmly from her body without the aid of a bra. Maka has a flat stomach, with just a hint of a six-pack from all of the sit-ups she does, shapely legs, and a tight little bubble butt that easily fits into my hands when she's on top of me during sex. Her auburn colored hair is shoulder length and frames her very pretty face. Maka has green eyes, a little nose speckled with freckles, and a luscious mouth with slightly pouting lips. I myself am a 6'0 guy with a lean muscular built and a pretty nice six pack. All the years of fighting evil souls really kept me fit.

For years Maka kept her pubic area shaved completely clean, but about a year ago she grew a small patch of hair no bigger than a postage stamp just above her clit. She says it makes her feel more like a woman than having no hair at all. No matter to me, her full pussy lips, that look like two pink tulip petals, are still clearly visible. For a few years now Maka has eschewed any type of underwear. She no longer wears a bra or panties, which makes whatever she's wearing all that more enjoyable, especially in warm weather.

So Maka went running, while Carl and I took the boat out fishing. While we were in the boat, Carl and I got to know each other a bit better. I had met him a few times before, but it was our wives who were friends, we were mere acquaintances. I told him about my time as a Weapon and how I took down Asura. We also bonded over a mutual love of music. Carl said he use to play in a band called The Wild Jungles. They even went on tour before one of his bandmates cheated on another bandmates girlfriend. After much small talk, Carl told me about what was going on in his life. He said that his kids were now out of the house, and with his wife gone, he was more lonely than he could ever have thought possible. He went on to say that he misses his wife's companionship and that it had been more than five years since he'd had sex. I felt really bad for the guy as he spilled his guts to me.

After Maka and I had finished having sex later that night, we laid in bed talking. I recounted for her the story Carl told me about being lonely and not having sex in so long. Maka was sympathetic and made an off-hand remark about how hard that must be for him and that she wished there was something she could do about it. Now I don't know if Maka was suggesting that she have sex with Carl, but that's what crossed my mind so I was the one to actually bring it up.

"Maybe, if the time and mood is right, you could, you know, give Carl a hand job, or maybe even a blow job," I said tentatively. "It's been years since the poor guy's had any sex. That's gotta be tough on him."

"Are you kidding?" Maka said with some shock to her voice. "He's the husband of my good friend, I couldn't do that to her. Plus, would you want me doing that to another guy?"

"First off, and I say this with all due respect, Carl is a widower, his wife is dead. I don't think she would mind at this point. As for me, I don't know. I don't want you to have an affair with some guy, but in this case, a little hand job, or a blow job, if I was right there with you, I would probably be OK with it, if you would."

"I don't know, we'll see," Maka replied.

We then kissed and she went to sleep. I laid awake for quite some time. What had I suggested? Did I really just ask my wife to give another man a hand job or blow job, a guy I hardly knew, and did she really said she'd consider it? Is that what "we'll see" meant?

The next two days passed without incident. Carl and I went fishing, the three of us had nice meals together, we had a camp fire, and basically enjoyed the woods and lake. And not once did either Maka or I bring up what we had discussed a couple of nights earlier.

On Friday morning we awoke to another gorgeous day. The sky was blue, there was little wind and the temperature was in the mid-70s. Since Carl was set to leave on Sunday morning - I was going to be driving him to the airport around 9:30 a.m. - Maka and I decided we'd do whatever Carl wanted to do that day. He said he would love to go fishing again, then we could play some music (he plays a wicked guitar), then maybe take a hike in the woods and finish it off with a fish fry with the fresh fish we had caught during the past few days. That's exactly what we did.

As I was preparing dinner that evening I asked Maka and Carl if they'd like a margarita. Both of them said yes, so I got out the blender and made a big pitcher of fresh margaritas. Maka loves tequila, and better yet, it makes her very horny. I decided to add an additional shot of tequila to Maka's drink. We had a couple of drinks before dinner, one during dinner and I mixed up another batch just after we finished dinner.

We cleaned up the dishes, and then moved our little party to the living room. Maka sat next to me on the couch while Carl sat across from us in a big over-stuffed chair. We all had been drinking for a while now, and the tequila was starting to kick in. That meant Maka was getting very flirty, and Carl and I couldn't keep our eyes off of her.

Maka was wearing a pale blue, tight-fitting tank top. Her nipples were hard and stuck out from the flimsy material of her T-shirt. It was painfully obvious she was not wearing a bra. She had on a pair of thin white cotton shorts that were very tight and very short, and she wasn't wearing any panties. The cheeks of her tight little ass were clearly visible as was the outline of her pussy lips. Maka's legs were pale and smooth, and she was barefoot. She looked incredibly hot and she was sending off tremendous sexual energy as a result of the tequila.

We sipped on our margaritas making small talk for some time, but all I could think about is fucking Maka. I also was wondering if she was thinking about what we had discussed the other night and might she be ready to "please" Carl if the situation arose. At some point, Carl excused himself saying he had to go to the bathroom. With just the two of us in the living room, Maka and I began to kiss. Maka's mouth was relaxed, soft and wet. Her kisses were passionate and loving. She was definitely horny. I put my hand on Maka's breast and began squeezing it, while twisting her nipple. She moaned and kissed me harder. sliding her tongue deep into my mouth.

Since Maka allowed me to touch her boobs with no resistance, I became more bold. I pulled Maka's T-shirt up and over her tits reveling their nakedness to my hands, and to Carl eyes should he walk back into the room. Again, my actions were met with no resistance from Maka. She was horny and was either so caught up in the moment not to care about Carl seeing her naked boobs, or maybe she actually wanted Carl to see them. Either way my head was swirling.

Carl did come back into the living room and found Maka and me kissing while my hands groped her beautiful naked breasts. "Excuse me," Carl stammered out, and he started to leave the room. Maka and I broke our kiss and I said, "No Carl, don't go, come join us." He looked tentative and stood there motionless.

"Please come sit next to us," Maka said while patting the spot next to her on the couch. "Please." And with that Maka finished pulling her tank top over her head and tossed it behind the couch onto the floor. There she sat, in a pair of very tiny white shorts, topless, patting the couch encouraging Carl to sit down.

Carl took a few tentative steps toward us, then picked up his pace and sat down on the other side of Maka. Maka turned her face toward Carl, put her arm around his neck and pulled him close to her for a kiss. At first Carl was tense and didn't seem to respond to Maka's kiss. But when Maka didn't let up, Carl relaxed and began kissing Maka back.

They had been kissing for several minutes when Maka reached out and took Carl's hand in hers and placed in on her tit. As if it were completely natural to be where he was, Carl began massaging my wife's big, beautiful boobs as he continued French-kissing her while sitting there on our living room couch.

I figured I might as well join in the fun, so I stood up, pulled the coffee table out of the way and knelt down on the floor in front of Maka. I reached up and unbuttoned her shorts. I inserted my fingers in the waist band of her shorts and tried to pull them off, but they were very tight and almost impossible to move. Slowly I was able to wriggle them off of Maka's nicely rounded hips and began pulling them down her lithe legs, all the while she and Carl were kissing and he was feeling up her marvelous chest.

At last I got her shorts down to her ankles and off. Maka was sitting on our couch completely naked while Carl, her good friend's widower, kneaded her breasts and twisted her nipples. Kneeling on the floor in front of her, I spread Maka's legs apart and had her scoot down on the couch so her butt was on the edge of the cushion. That gave me unencumbered access to Maka's beautiful naked pussy.

I put my mouth on her full, pink lips and began kissing and licking the outer layers of her sweet smelling vagina. Slowly I began to lick her inner lips, before plunging my tongue deep into her twat. Between my licking her wet slit and Carl massaging her tits Maka was on the verge of a very strong orgasm. All it took to push her over the edge was me touching the tip of my tongue to her clit. I flicked my tongue back and forth on Maka's engorged clit a few times and she began shaking and moaning.

Maka broke her kiss with Carl and cried, "Oh yeah, that feels so fucking good." She was shaking with a powerful orgasm.

The cum from Maka's smoking hot pussy was literally pouring out and I was doing all I could to drink it up. I love the way Maka's pussy juice tastes and I never get tired of her cumming on my face. Her orgasm slowly subsided and she put her hands on the side of my head and gently pushed me away from her crotch.

"Give us little time alone together," she whispered.

I knew what she had in mind. She was going to give Carl a hand job, or if he was really lucky, one of her incredible blow jobs. I stood up and moved across the room to the over-stuff chair where Carl had been sitting earlier.

As I settled into my chair, Maka slid off the couch and onto the floor in front of Carl; much the same way as I had been positioned in front of her just moments earlier. Maka undid the belt, button and zipper of Carl's shorts and pulled them down. I heard an audible gasp from Maka and wondered what was going on. Maka moved slightly to her left to toss Carl's shorts to the side of the couch and I could see why she had gasped - Carl had the biggest dick I had ever seen in real life. It was at least fourteen inches long and as wide as a can of Coke. "My God," I thought to myself, "no wonder she gasped." Even my 11 inch cock was no match for that huge schlong!

Maka wasted no time. She opened her mouth as wide as it would go and swallowed half of Carl's massive prick. That was all she could fit into her mouth She started sucking on his dick while she wrapped her hands around the rest of his gigantic shaft. It looked as if she were holding a baseball bat in her hands.

Maka stroked the big flesh-colored log up and down while continuing to suck the head of his massive dick. Carl had his head thrown back on the back of the couch and was moaning in pleasure. What an incredible sight. I've enjoyed hundreds, or maybe even thousands, of Maka's amazing blow jobs during our 15 years of marriage, but never before had I watched my wife give head to someone else.

Then something happened that at once shocked me, made me angry and jealous, and turned me on more than I'd ever been in my life. Maka let the tip of Carl's humongous cock slip out of her mouth, she released her hands from the shaft of his enormous prick and climbed onto his lap. With her right hand she grabbed Carl's cock and positioned her pussy over the head of that monster. Without hesitation Maka lowered herself onto Carl's massive erection. The head of his dick disappeared into Maka's cunt which was stretched to its limit. Little by little Maka's soaking wet twat inhaled all of Carl's incredibly huge dick. I hadn't seen Maka's pussy lips stretch that wide since the birth of Devin.

Maka was completely impaled by Carl's lengthy manhood and settled on his lap. For several minutes Maka simply rocked her hips back and forth while she and Carl were locked in a passionate kiss. Then Maka began to pick up the pace. Up and down she slid her pussy over Carl's huge dick. Soon, Maka was literally bouncing on top of his gigantic prick.

I'd never seen Maka so turned on. Sweat was running down her back. Her hair was wet. It was as if it took her entire petite body to fuck that monster cock. Both Maka and Carl were moaning loudly and I knew they were both getting ready to cum. Carl grabbed Maka by her hips and rammed her down hard on top of his massive penis just as the two of them reached the point of no return.

"Oh fuck yes," Maka screamed. "Cum in me with that big fucking dick. Cum in me."

And cum he did. Carl cried out, tensed up and began blowing gallons of hot creamy cum into my wife's stretched out cunt. He must have had a reservoir of cum as big as his dick is long because as he and Maka were cumming I could see rivers of white, sticky man juice flowing down the inside of my wife's petite thighs. The contrast between Carl's white cum and Maka's smooth tan legs was strikingly erotic.

At last the two lovers collapsed into each others arms. They were breathing hard, sweaty and had their arms around each other. The room smelled of fucking. I realized my cock was rock hard and that my balls ached. I needed to cum, and I needed to cum now. I stood up and pulled off my clothes just as mka lifted herself off of Carl's gigantic dick and slipped on the floor in front of him. Using her tongue, Maka began to clean Carl's cock, which even semi hard was bigger than mine was now.

I moved behind Maka and lifted her hips so she was on all fours as she continued to clean Carl's prick. I knelt down behind Maka and in one quick movement pushed my cock into Maka's stretched-out, cum-drenched pussy. Talk about sloppy seconds. I could barely feel Maka's twat because it was still so loose from having to accommodate Carl's massive pole, but that didn't stop me from slamming in and out of her doggy style.

I was so turned on from the show that I had just witnessed that I didn't last long. Two or three minutes after entering her soggy slit, I added my load of spunk to Maka's already cum-filled pussy. Then I fell back onto the floor, leaning against the coffee table.

Maka climbed back onto the couch next to Carl and put her arm around him. She kissed him tenderly and said, "This was a one time thing Carl. I love you, you know that. But we're never going to do this again."

He nodded, but like me, I'm sure he doubted Maka's words. We both saw how much she enjoyed fucking that humongous prick of his, and if the situation presented itself sometime in the future, neither of us doubted that Maka would fuck him again. But to be polite, Carl said he understood, and thanked her for a wonderful time. Carl then stood up, thanked me for allowing him to be with my wife and announced he was going to go take a shower.

After showering, Carl went to his room for the night. Maka and I both showered and then retreated to our bedroom. We lay there in the dark, both awake, neither of us saying a word. I wanted to ask her about what had happened, why she fucked Carl instead of giving him a hand job or a blow job as we had discussed. But I knew the answer and I didn't need to hear her say it out loud. I knew Carl had the biggest cock she'd ever seen and that she had to feel it inside of her pussy. I didn't want her to tell me how great it felt. So instead, we said nothing and drifted off to sleep.

 **THE END** **  
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